SEC Filings

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NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Old Notes (if Name(s) of Record Holder(s)
available)
______________________________________ ______________________________________
______________________________________ _______________________________________
Please Print or Type
Address _______________________________
_______________________________________
Telephone. No._(___)___________________
Signature(s)___________________________
_______________________________________
Dated:_________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby (a) represents that the above named person(s) "own(s)" the Old Notes
tendered hereby within the meaning of Rule 10b-4 under the Exchange Act, (b)
represents that such tender of Old Notes complies with Rule 10b-4 under the
Exchange Act and (c) guarantees that delivery to the Exchange Agent of
certificates for the Old Notes tendered hereby, in proper form for transfer,
with delivery of a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) with any required signature and any other
required documents, will be received by the Exchange Agent at one of its
addresses set forth above within five business days after the Exchange Date.
Name of Firm__________________________ _______________________________________
Authorized Signature
Address_______________________________ Name___________________________________
Please Print or Type
______________________________________ Title__________________________________
Zip Code
Telephone. No._(___)__________________ Date:__________________________________
Dated: , 1998
NOTE: DO NOT SEND OLD NOTES WITH THIS FORM; OLD NOTES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN
FIVE BUSINESS DAYS AFTER THE EXPIRATION DATE.
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